Local view for "http://purl.org/linkedpolitics/eu/plenary/2009-03-09-Speech-1-115"
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"en.20090309.18.1-115"2
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"Mr President, first of all I should like to thank the two rapporteurs. Ladies first, and not only these days, I will start by thanking Ms Herczog for the quality of her report on the Small Business Act (SBA) and the strong support it provides for the Commission’s initiative to establish a comprehensive policy on small- and medium-sized enterprises. I would also like to pay tribute to Mr Lehne, not only for his efficiency and work in steering the Private Company Statute through the consultation procedure, but also for the interesting and creative solutions presented in the report.
You have also suggested a flexible solution for the minimum capital requirement. As you know, the Commission’s proposal required a minimum capital of just EUR 1, and beyond that left it to the shareholders to decide on how much capital their European private company needs. This provision has been questioned by those who consider that capital requirements have a role in protecting the creditors of small companies.
The European Parliament report has put forward alternative solutions to improve creditor protection. It means companies would be able to choose between a solvency-based or capital-maintenance-based creditor protection regime.
The Commission agrees with those elements of the report that aim to increase the uniformity of the statute and thus promote the legal certainty of its application. These include prescribing the registration of the company’s business object, clarifying that the ban on offering shares to the public does not preclude offers to the employees of the company, or improving the rules on directors’ duties and liabilities. All of these make a helpful contribution which will facilitate the application of this statute.
I also welcome your useful suggestion of an arbitration clause which encourages the shareholders to use alternative means of dispute resolution.
Finally, I should like to mention the subject that has been the most debated in Parliament and elsewhere, which is workers’ participation on the board of European private companies. As I have already mentioned, the Commission designed a statute for smaller businesses. Employee participation in SMEs exists only in a few Member States, and this is why a solution based on national laws, which would allow for the coexistence of different models, seemed the most appropriate and reasonable approach.
Parliament’s amendments introduce additional and complex provisions that are not applicable to SMEs formed under national law in most Member States. This is likely to make the European Private Company Statute unattractive in those Member States and a much less viable option for SMEs.
To conclude, there are a number of useful solutions in your report. Some of them could very well pave the way for a swifter compromise among the Member States. The Commission, therefore, welcomes the adoption of this report.
Finally, regarding the cross-border transfer of the seat of companies: the Commission has informed Parliament on previous occasions of its reasons for not proposing the 14th Company Law Directive. These reasons are still valid. We agree with the rapporteur that companies should enjoy freedom of establishment within the single market and be able to move their seats from one country to another. However, we are not convinced that proposing new legislation now is the best solution to achieve this objective. Court of Justice case-law clearly allows for company mobility. In addition, existing legislation – the Cross-Border Mergers Directive – provides a framework for the transfer, including the necessary safeguards for third parties. In particular, the Cross-Border Mergers Directive allows a company to set up a new subsidiary in another country and then merge its existing company with that subsidiary. The transfer procedure and safeguards suggested by the Committee on Legal Affairs are very similar to those put forward by the Directive.
Our economic analyses show that the level of complexity of the cross-border transfer procedure would be comparable to that of the cross-border merger procedure. The Cross-Border Mergers Directive was due to be transposed by Member States by December 2007. It is too early to assess its full application. Before embarking on any new legislation, the Commission should first evaluate how this new existing regulatory framework operates in practice. We are also not convinced that the Directive would improve the existing situation under national law and the jurisprudence of the European Court of Justice in this area.
Finally, in the light of the above and with the current legislature about to end, it would be more appropriate for the next Commission to decide on how to proceed on this issue of the transfer of a company's registered office. By then it will also become clearer how the issue of seat transfer was solved in the SPE Statute.
We are now really in a critical phase. We listen every day to the messages, such as the need to boost and renew confidence in the functioning of the global economy. The financial and economic crisis has hit European businesses really hard, and I believe that it is now more important than ever to exploit to the full the potential of small- and medium-sized enterprises. This is the very lifeline of the European economy.
The Small Business Act, which the Commission adopted in June 2008, provides a comprehensive framework of short-, medium- and long-term actions for SME growth and competitiveness within the Lisbon Strategy. It proposes 10 policy principles and a number of concrete initiatives to make sure that the concerns of SMEs are placed at the centre of decision-making – as Ms Herczog said, mainstreaming SMEs into the centre of attention and strategies.
The SBA includes a set of legislative initiatives, including the proposal for a European private company statute. The SBA is designed to ensure that the ‘think small first’ principle and priority for small businesses are lastingly and irreversibly anchored in policy-making across the Union. The SBA also calls for greater recognition of entrepreneurship and entrepreneurs. We need people who are prepared to take initiatives, draft projects and take risks more than ever at times like this. We also believe, therefore, that honest entrepreneurs who suffer business failure deserve a second chance.
In the current economic crisis, we need to establish priorities and focus on delivering quickly on those actions which have the strongest potential to contribute to recovery. The SBA action plan and the European economic recovery plan propose ambitious measures in three key areas: first, loosening the supply of much-needed credit; secondly, reducing the administrative burden; and, thirdly, helping SMEs do business abroad.
Making a success of the Small Business Act depends on the seamless cooperation of all stakeholders. We are grateful for your support. The resolution that Parliament adopted in early December was a timely and strongly welcomed initiative. As you know, at the summit later in December, the Heads of State and Government unanimously endorsed the Small Business Act, under the French Presidency.
It is, therefore, important that this House gives its full support today to Ms Herczog’s report, to establish a solid and legitimate basis for further action. I would like to invite you to promote the Small Business Act in your respective countries and your constituencies to help make sure that this ambitious policy programme becomes reality and that it really helps SMEs in their daily business.
Let me turn now to Mr Lehne's two reports. Parliament has always been a strong supporter of the European Private Company Statute. Your own-initiative report of 2006 and your swift handling of the Commission’s proposal are important contributions to the success of the new European Company Statute.
The Private Company Statute is a key element of the Small Business Act. It is designed for SMEs. Therefore, the Commission proposed that a European private company may be set up just like any domestic company, without the requirement for doing business in different Member States or having shareholders from more than one country – just like at home. There are those who consider such a cross-border requirement essential for a European company forum. Parliament’s resolution, which allows companies a choice between a variety of cross-border elements, is flexible. European private companies could comply with this requirement, for example by setting up a foreign subsidiary or by simply recording their intention to do cross-border business."@en1
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